Separateness Representations Clause Samples
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person or entity; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate).
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name.
(x) Borrower has not identified itself or any of its affiliates as a division or part of the other.
(xi) Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name.
(xii) Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name.
(xiii) Borrower has not guaranteed or become obligated for the debts of any other Person.
(xiv) Borrower has not held itself out as being responsible for the ...
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entity.
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Borrower has (A) filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person, and (B) except with respect to financial statements which are covered by subsection (v) below, maintained all of its books, records, financial statements and bank accounts separate from those of any other Person.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
(A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person.
(B) Such assets were also listed on Borrower’s own separate balance sheet.
Separateness Representations. Borrower hereby represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person.
(vi) Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person.
(vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate);
(viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity.
(ix) Borrower has conducted all of its business and held all of its assets in its own name. Rider to Multifamily Loan and Security Agreement (CME)
Separateness Representations. (a) Consolidation of the business operations of Borrower and Guarantor, when taken together with the elimination of the financial benefits of the transactions, would not result in any significant cost savings or in significantly greater efficiency of such combined business operations.
(b) Borrower has not concealed and will not conceal from any interested party any transfers made in connection with the Contribution. Borrower did not enter into the transactions contemplated by the "Existing Credit Agreement" (as defined in the Existing Credit Agreement) and the Assignment and Assumption Agreement with the intent of hindering, delaying or defrauding its creditors.
(c) Borrower's management has made a diligent analysis of the business and operations of Borrower, and is reasonably confident that Borrower is and will be: (i) adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business and intended purposes; (ii) solvent; and (iii) able to pay its debts as they come due. As a result of the foregoing, Borrower's management believes that Borrower will be able to conduct its business as a stand alone entity, independent of financial assistance of any Person. Borrower's management does not anticipate any need for Guarantor to loan money or contribute capital to Borrower, although it is possible that Guarantor may take either of these actions in the future.
Separateness Representations. Borrower represents that from the date of SPE Equity Owner’s formation, each of the following is true:
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true: (i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
Separateness Representations. Borrower represents that from the date of its formation, each of the following is true:
(i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party.
(ii) Borrower has paid all of its debts and liabilities from its assets.
(iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence.
(iv) Except with respect to financial statements which are covered by subsection (v) below, Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other person or entity.
(v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met:
Separateness Representations. Borrower hereby represents from the date of such entity’s formation that it:
(i) has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Affiliate Party,” and collectively, the “Related Affiliate Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party;
(ii) has paid all of its debts and liabilities from its assets;
(iii) has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence;
(iv) has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person;
(v) has not had its assets listed as assets on the financial statement of any other Person;
(vi) has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person;
(vii) has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Affiliate Party);
(viii) has corrected any known misunderstanding regarding its status as a separate entity;
(ix) has conducted all of its business and held all of its assets in its own name;
(x) has not identified itself or any of its affiliates as a division or part of the other;
(xi) has maintained and utilized separate stationery, invoices and checks bearing its own name;
(xii) has not commingled its assets with those of any other Person and has held all of its assets in its own name;
(xiii) has not guaranteed or become obligated for the debts of any other Person;
(xiv) has not held itself out as being responsible for the debts or obligations of any other Person;
(xv) has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Affiliate Party;
(xvi) has not pledged its assets to secure the obligations of any other Person and no such pledge remains outstanding except in connection with the Loan;
(xvii) has maintained adequate capital in light of its co...